Exhibit
10.3


SECOND AMENDMENT TO

REVOLVER ADVANCE AND PURPOSE AND ABILITY LINE OF CREDIT LOAN AGREEMENT

(“Second Amendment”)


WHEREAS,
HEARTLAND AND PAYMENT SYSTEMS, INC., a Delaware corporation (“Borrower”), and KEYBANK NATIONAL ASSOCIATION (“Bank”),
entered into a certain Revolver Advance and Purpose and Ability Line of Credit
Loan Agreement dated as of August 28, 2002, as amended by a First Amendment to
Revolver Advance and Purpose and Ability Line of Credit Loan Agreement dated as
of November 6, 2003 (as so amended, the “Agreement”), and


WHEREAS,
the Borrower and
the Bank have determined that the recent adoption of compensatory accounting
treatment for residual commissions and buy-outs will result in different
financial reporting than Borrower and Bank anticipated when the financial
covenants in the Agreement were established, and, as a result thereof and to
make the covenant definitions conform to the expectations of the Borrower and
Bank, it is necessary to revise certain definitions contained in the Agreement
and eliminate the Leverage Coverage to reflect the accounting treatment
anticipated by both Borrower and Bank in establishing the covenants contained
in the Agreement, and that such revision and clarification will be pursuant to
this Second Amendment to Revolver Advance and Purpose Ability Line of Credit
Loan Agreement (“Second Agreement”).


NOW,
THEREFORE, for
valuable consideration received to their mutual satisfaction, the Borrower and
the Bank hereby agree as follows:


1.             Effective with covenants tested as of September 30, 2002
and thereafter, the definitions of “EBITDA” and “Operating Cash Flow” contained
in Section 1.2 of the Agreement are hereby deleted in their entirety and in
their place are inserted the following new definitions and two (2) new
definitions of “Net Non-Cash Items” and “Total Funded Debt” as set forth herein
are added:


“EBITDA” shall mean the
Borrower’s net income plus interest expense, plus income taxes, plus
depreciation expense, plus amortization expense, plus all Net Non-Cash Items.


“Net-Non-Cash Items”
means the sum of:  (i) accrued
commission and buyout liability expense; minus (ii) payments of accrued
commission and buyout liability; minus (iii) the net tax benefit to
Borrower of items (i) and (ii) above.


“Operating Cash Flow”
means EBITDA, minus income taxes, minus extraordinary gains, plus extraordinary
losses, minus gains on the sale of assets not in the ordinary course of
business, plus losses on the sale of assets not in the ordinary course of
business, plus lease expense, minus dividends and distributions.


 

















 


“Total Funded Debt” means
the total of (i) all Indebtedness owed to Bank, (ii) all Indebtedness
owed to any Affiliate Lender, and (iii) all Subordinated Debt.


2.             Sections 5.16, 5.18 and 5.19 of the Agreement entitled
“Minimum EBIT to Interest”, “Minimum EBITDA”, and “Maximum Leverage” are hereby
deleted in their entirety, and the covenants contained therein shall not be
tested for any quarter.


3.             Section 5.17 of the Agreement entitled “Minimum
Operating Cash Flow to Total Fixed Charges Ratio” is hereby amended effective
September 30, 2002 to read as follows:


Section
5.17.  Minimum Operating Cash Flow to
Total Fixed Charges Ratio.  Borrower shall maintain a ratio of
Operating Cash Flow to Total Fixed Charges, tested quarterly on a rolling
four-Quarter basis, commencing September 30, 2002, of not less than 1.20 to
1.0.


4.             The following new Section 5.20 is hereby added to the
Agreement:


Section
5.20.  Total Funded Debt to EBITDA. 
Borrower shall maintain a ratio of Total Funded Debt to EBITDA, tested
annually commencing as of December 31, 2002 and each fiscal year-end
thereafter, of less than 2.0 to 1.0.


5.             Exhibit B to the Agreement is hereby deleted in its
entirety and in its place is inserted Exhibit B-1, in the form attached hereto
and incorporated here by reference.  All
references to Exhibit B contained in the Agreement shall be deemed to refer to
Exhibit B-1, and all references to the “Covenant Compliance Certificate” shall
refer to a certificate in the form of Exhibit B-1.


6.             All references in the Agreement, including, without
limitation, on Exhibit C, to Security Instruments shall be deemed to refer to
such instruments as the same may be modified, amended or amended and restated
from time to time.


7.             Except as amended hereby, all provisions of the
Agreement are ratified and confirmed and shall remain in full force and
effect.  All references in the Purpose
and Ability Line of Credit Note, in the Revolver Advance Note and in the
Security Instruments (including, without limitation, the Assignment of
Contracts) to the Agreement shall mean the Agreement as amended by this Second
Amendment.


8.             Borrower hereby represents and warrants to the Bank
that: (a) Borrower has the legal power and authority to execute and
deliver this Second Amendment; (b) the officials executing this Second
Amendment have been duly authorized to execute and deliver the same and bind
Borrower with respect to the provisions hereof; (c) the execution and
delivery hereof by Borrower and the performance and observance by Borrower of
the provisions hereof do not violate or conflict with the articles of
incorporation or organizational agreements of Borrower or any law applicable to
Borrower or result in a breach of any provisions of or constitute a default
under any other agreement, instrument, or document binding upon or enforceable
against


 


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Borrower;
(d) there have been no changes in the Borrower’s organizational and/or
governing documents since August 28, 2002, and (e) this Second Amendment
constitutes a valid and binding obligation upon Borrower in every respect.


9.             In consideration of this Second Amendment, Borrower
hereby releases and discharges the Bank and its shareholders, directors,
officers, employees, attorneys, affiliates and subsidiaries from any and all
claims, demands, liability and causes of action whatsoever, now known or
unknown, up to the date of this Second Amendment, arising out of or in any way
related to the extension or administration of the Loans, the Agreement, the
Notes, the Security Instruments, or any mortgage or security interest related
thereto.


10.           In consideration of this Second
Amendment, Borrower further agrees to, upon execution hereof, reimburse Bank
for all out-of-pocket expenses incurred by Bank in connection with the
preparation of this Second Amendment, including but not limited to, all fees
and expenses of legal counsel for the Bank, such reimbursement to be made
concurrent with Borrower’s receipt of an invoice therefor.


11.           This Second Amendment shall be
construed in accordance with the laws of the State of Ohio without regard to
principles of conflict of laws. 
Capitalized terms used herein and not defined herein shall have the
meaning ascribed thereto in the Agreement.


12.           JURY
TRIAL WAIVER.  BORROWER
AND BANK EACH WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN BANK AND
BORROWER ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AMENDMENT, THE
AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS
WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY BANK’S
ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT
PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
BETWEEN BANK AND BORROWER.


 


3

















 


IN
WITNESS WHEREOF,
the Borrower and the Bank have each caused this Second Amendment to be executed
by their duly authorized officers on the 23rd day of June, 2004.


	
  BORROWER:

  	
   

  	
  HEARTLAND
  PAYMENT SYSTEMS, INC.,  a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Martin J.
  Uhle

  
	
   

  	
   

  	
  Name:

  	
  Martin J. Uhle

  
	
   

  	
   

  	
  Its:

  	
  President and COO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK:

  	
   

  	
  KEYBANK
  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ernest L.
  Vallorz, Jr.

  
	
   

  	
   

  	
  Name:

  	
  Ernest L Vallorz, Jr.

  
	
   

  	
   

  	
  Its:

  	
  Senior Vice President

  



 


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EXHIBIT B


COVENANT COMPLIANCE
CERTIFICATE


In connection with
the requirement stated in the Revolver Advance and Purpose and Ability Line of
Credit Loan Agreement dated as of August 28, 2002, as amended on November 6,
2003 and on June 23, 2004 (as so amended and further amended from time to time,
“the Agreement”), between KeyBank National Association and Heartland Payment
Systems, Inc., the Borrower, the undersigned officer of Borrower, does hereby
certify to KeyBank National Association as of (end of each Quarter)
___________________________, that the following statements are true and
correct:


Section
5.17.  Minimum Operating Cash Flow to
Total Fixed Charges Ratio.  Borrower shall maintain a ratio of
Operating Cash Flow to Total Fixed Charges, tested quarterly on a rolling
four-Quarter basis, commencing September 30, 2002, of not less than 1.20 to
1.00.


	
  (a)           Net
  Income

  	
  $

  	
   

  	
   

  
	
  (b)           Interest
  Expense

  	
  $

  	
   

  	
   

  
	
  (c)           Income
  taxes

  	
  $

  	
   

  	
   

  
	
  (d)           Depreciation
  Expense

  	
  $

  	
   

  	
   

  
	
  (e)           Amortization
  Expense

  	
  $

  	
   

  	
   

  
	
  (f)            Accrued
  commission and buyout liability expense

  	
  $

  	
   

  	
   

  
	
  (g)           Payments
  of accrued commission and buyout liability

  	
  (

  	
  $

  	
   

  	
  )

  
	
  (h)           Net
  tax benefit of (f) and (g)

  	
  (

  	
  $

  	
   

  	
  )

  
	
  (i)            EBITDA
  (a + b + c + d + e + f minus g minus h)

  	
  $

  	
   

  	
   

  
	
  (j)            Extraordinary
  gains

  	
  $

  	
   

  	
   

  
	
  (k)           Extraordinary
  losses

  	
  $

  	
   

  	
   

  
	
  (l)            Gains
  on sales of assets not in the ordinary course

  	
  (

  	
  $

  	
   

  	
  )

  
	
  (m)          Losses
  on sales of assets not in the ordinary course

  	
  (

  	
  $

  	
   

  	
  )

  
	
  (n)           Lease
  Expense

  	
  $

  	
   

  	
   

  
	
  (o)           Dividends
  and Distributions

  	
  (

  	
  $

  	
   

  	
  )

  
	
  (p)           Operating
  Cash Flow (i minus c minus j + k minus l +m + n minus o)

  	
  $

  	
   

  	
   

  
	
  (q)           Current
  Maturities of Long-Term Debt

  	
  $

  	
   

  	
   

  
	
  (r)            Current
  Maturities of Capital Leases

  	
  $

  	
   

  	
   

  
	
  (s)           Fixed
  Asset Capital Expenditures

  	
  $

  	
   

  	
   

  
	
  (t)            Fixed
  Charges (b + n + q + r + s)

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  RATIO OF OPERATING CASH FLOW TO
  FIXED CHARGES (p + t)

  	
   

  	
   

  	
   

  



Section 5.20.  Total
Funded Debt to EBITDA.  Borrower shall maintain a ratio of its
Total Funded Debt divided by its EBITDA, tested annually, commencing December
31, 2002 and continuing thereafter, of less than 2.00 to 1.00.


	
  (u)           Total
  Indebtedness to Bank

  	
  $

  	
   

  
	
  (v)           Total
  Indebtedness to Affiliate Lenders

  	
  $

  	
   

  



 


5

















 


	
  (w)          Subordinated
  Debt

  	
  $

  	
   

  
	
  (x)            Total Funded Debt (u ÷ v ÷ w)

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  TOTAL FUNDED DEBT TO EBITDA (x ÷ i)

  	
   

  	
   

  



As of the date hereof, no event has occurred which constitutes an
“Event of Default” as defined in the Agreement, or which would constitute as
Event of Default but for the requirement that notice be given or time elapse or
both.


Any covenants not
specifically referenced above are certified as being met.


Authorized
Signer(s):


	
  Heartland
  Payment Systems, Inc. a Delaware corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Martin J.
  Uhle

  	
   

  	
   

  
	
   

  	
  Martin J. Uhle

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Its

  	
  President and COO

  	
   

  	
   

  
					



 


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